Wizard of Magica
by PK.Atomyst
Summary: Join Madoka as she travels down the yellow brick road, meets new friends, and tries to escape the clutches of the wicked witch Homura, who for some reason wants to prevent her from reaching the wizard and making her wish.
1. The Storm, and the Sacrifice

"Homura-chan!" Madoka screamed as she ran to the wounded Magical Girl's side.

"Madoka..." Homura said her name through gritted teeth "Why... are you..." She was kneeling down, a wound on her forehead covered half of her face in blood, and she was using her one good arm to cradle her broken one. She forced herself to stand up. Her knee's felt weak and she wavered back and forth almost as if she were close to falling over again, but Madoka grabbed her by the shoulder to help steady her. "I told you to just stay at the shelter."

Madoka shook her head "I needed to know if you were going to be alright! I couldn't just sit there and do nothing!" They both felt a powerful gust of wind, which caused both of them to take a step back, and they could hear a shrill echoing laughter. They looked up, and saw the witch raise up from the wreckage of buildings it had been thrown into. It was completely unscathed as if nothing had happened to it. As if Homura hadn't launched at least fifty rockets at it, shot it with a round of mortars and knocked it into a pit of explosives.

"Come on, let's just run!" Madoka said to her, "You did your best, but it's too much! No one is going to blame you!"

"No... that's not an option." Homura said calmly, as she slowly walked away from her place inside Madoka's arms "If I don't destroy her, she will just keep ripping this town apart until there is nothing left."

 _And you would undoubtedly make a wish to undo all of it,_ is that part she didn't say.

"But Homura! You're injured, you can't fight under those conditions."

"What choice do I have?" She turned to give Madoka a last farewell, when she noticed a pair of glowing red eyes peaking at them from the top of a beat up blue sedan which had been turned on it's side. The _incubator._.. of course he would be here, he always shows up right around this time. She looked Madoka in the eyes and saw her desperate pleading expression. She knew that the second she went back to battle, Kyubey would make his move, and Madoka would once again be talked into make a contract. Homura knew she had to do something to prevent that from happening.

She took one last dramatic look at Walpurgisnacht. It hovered over the city, laughing menacingly and causing entire buildings to topple over in it's wake as it glided along the horizon. She looked down at her broken arm, took note of how black her SoulGem had become, then took another look at Madoka's desperate expression. The situation was bad, she knew, and Madoka was right, she really couldn't fight under these conditions.

"Please..." Madoka said again, my house is just down the street, we can hide there until all of this is over.

Homura didn't know how to tell her how pointless it would be to hide in a place like that, and therefore didn't bother, but for some reason she agreed "Alright... You're right, lets just go back to your house and ride this thing out."

They walked down the street. Homura was limping and Madoka helped her along, while Walpurgisnacht danced along the horizon, laying waste to the city and filling the air with a dark echoing laughter. Homura glanced back at Kyubey, _I might not be able to defeat Walpurgisnacht, but at least I can make sure you don't get what YOU want._

Madoka led her back to her home. The wind had gotten more and more violent to the point that the two of them would be pushed by a sudden gust and stumble a step or two. Homura kept her eyes darting all around, looking out for pieces of flying debris, and she once had to tackle Madoka to get her out of the way of a street sign that flew by and almost hit her right in the head.

They made it back safely though, and though they could still hear the laughter from inside Madoka's house, at least they were sheltered from the rain and the debris. "We should go hide in the basement!" Madoka said, "But first I need to get the first aid kit from the bathroom."

"It's pointless. Let's just go down to the basement."

"But Homura!"

"I can use magic to heal myself anyway, so there really is no point. Come on." And with that Homura led her down.

The power was out in the entire city at this point, so it was extremely dark down there. "Do you think this is enough?" Madoka asked, looking around. She could hear the house creaking above them from the force of the winds. She stared hard through the darkness and thought she could almost see the rafters moving ever so slightly along with the sounds of the creaking house.

Homura looked around the basement floor, and noticed a rather large pile of clean clothes by the dryer. "It's going to have to be." Homura said, stepping around behind Madoka, then lifting her hand. She delivered a powerful karate chop to the back of Madoka's neck, then quickly caught her before she fell down completely. Homura guided her over to the pile of clothes, so she would at least have something soft to lay on. "Sorry about this." Homura said to the unconscious Madoka. Then, she went back up the basement steps, and got ready to go back after Walpurgisnacht.

* * *

"W-what happened..." Madoka said groggily as her eyes peeled open "Homura..." ... "Homura?" ... "HOMURA!" Madoka jumped up. She felt a slight pain in the back of her neck and instantly knew what happened. Homura must of just lied to her to get her to go somewhere safe, and then went back to fight that horrible witch that was destroying the city! Madoka quickly ran up the basement steps.

She could feel the house creaking and shaking underneath her feet, but she didn't care. She had to go back out there, she had to go find Homura and force her to come back! When she got to the door, however, she realized that would be quite impossible. As soon as she turned the doorknob, the door flew open with enough force to knock her off her feet. She quickly regained her footing, and took heavy steps back for the door. The wind coming through was so powerful it threatened to knock her off her feet again. She grabbed onto the door, and had to dig her heels into the floor and use all her body weight to push it closed again.

"Homura..." She whispered to herself, then sat with her back against the door and started to cry. Why did she have to go and do a thing like that? WHY! Madoka realized she would have to save her grief for another day, though, because the whole house started shaking back and forth. She could literally see the walls move as the house swayed. "The basement! I have to get back to the basement." She quickly got up, and ran for the basement door. With a loud creak and a groan, the whole house shook again, and she fell off her feet. She regained her footing, and put her hand on the doorknob of the basement door.

A feeling of vertigo hit her stomach as she turned the doorknob, and she froze.

The basement stairs tore away and started to crumble, then seemed to get further and further away. The feeling of vertigo in her stomach intensified, as she looked down the basement cellar, but didn't see her basement, she saw her whole neighborhood! Each house got smaller and smaller, and her field of vision got wider and wider as the house drifted further and further away! "I-impossible!" She shrieked, quickly slamming the door shut "This is a dream! It has to be a dream!" She declared, and she ran to the window.

At first she could see nothing but dark storm clouds out the window. That is, until she noticed a spot of black somewhere off in the distance. It got closer... it looked like a person... it was... "HOMURA!" Madoka shouted. Some how, Homura was up in the air with her, except there was something strange about her. She was wearing a pointy black hat, and sitting atop a broom. Does Homura know how to fly? Madoka wondered. She didn't think that she could. Then again, she was a Magical Girl and Madoka didn't actually know the full extent of her powers.

Homura looked over to her with a placid, uncaring expression on her face, then slowly started to drift away again. "Homura wait!" Madoka shouted, banging on the window "Come back!" When she lost sight of Homura she ran to a window on the other side of the house, but couldn't find her there either.

However, her house had flown so high that it was now above the storm clouds, and she was surrounded by nothing but sunlight and blue skies. If she looked down, she could still see the storm clouds, but the moment didn't last long. The house slowed it's ascension, and then Madoka felt her heart drop as the house started falling down again, and the storm clouds once again got closer and closer.

Madoka screamed, not sure what to do, or how to protect herself from the eventual crash when the house inevitably touched down to earth once again. As the house broke through the clouds, she realized the landscape below her had changed as well. It definitely wasn't Mitakihara Town, all she was green fields with an occasional small house here and there, and one long stretch of a yellow brick roadway that went as far as the eye could see.

Had she really traveled so far in such a short amount of time? She didn't even think that she was looking at Japan anymore! She didn't have much time to think about this, however, because her impending doom was weighing on her mind much more at the moment. She ran through the house, thinking of a way to protect herself, but couldn't come up with anything.

Before she knew it, it was like everything in her living room had decided to jump up into the air, including herself, and there was a loud crash as the house hit the earth. Madoka fell down, and hit her head. The collision caused her to see stars, and her head swam as she faded out of consciousness once again.

* * *

"W-where... am... I...?"

"Oh thank goodness! You're awake!" She heard a female voice.

Madoka slowly opened her eyes. There was a young girl with white hair standing over her.

"Are you ok?" The white haired girl asked.

Madoka sat up and looked around. To her left was a broken mess of a house, to her right there was a crowd of... of... people? Could they be called people? They all looked very strange.

Some of them looked like cotton balls with flower petals for legs, others looked like cupcakes with faces. A few of them almost looked like people, but they were just the lower halves, just legs. There were more different types of these strange people than Madoka could hope to keep track of. "W-where am I?" She asked.

"This is Familiar-Town." The white haired girl explained.

"Familiar town? W-well that's ironic, because there isn't an awful lot here that seems very familiar." Madoka said, glancing around. How did she get here? She couldn't remember... she couldn't remember anything... except... she thought she may have seen the white haired girl before "Um... have we met?" She asked.

The white haired girl put a finger to the side of her face and thought about it for a moment "I don't think so... Anyway, my name is Charlotte! And I'm the mayor of this town!"

"You're the mayor?" Madoka asked "But you are so young! How did you get to be a mayor?"

Charlotte shrugged "I just wanted to be the mayor one day, so now I'm the mayor!" She laughed "That's how things work around here. Anyway, we really need to thank you."

"Thank me? What for?" Madoka asked, puzzled.

"Because!" Charlotte smiled and pointed "Your house just landed right on top of the wicked witch of the south! She was the most wickedest most evil witch in the entire land of OZ!" Madoka looked over to where she was pointing, and all the residents of familiar town started to cheer.

Madoka gasped when she saw a pair of stockings and high heeled boots poking out from under the house. Then, when she took note of the diamond like design on the stockings she was suddenly hit by a moment of terror. She thought she recognized those stockings. Her memories were all fuzzy, but her subconscious cried out with the pain of losing a close friend. Madoka screamed as she fell on top of the legs of the now crushed and surely dead girl who was under the house. And she started to cry.


	2. The Journey Begins

Charlotte put her arm on Madoka's shoulder "Oh! Why are you crying? That wasn't a nice girl! That was a wicked, wicked witch! You don't need to be sad for her! You did a good thing! Honest!"

"I-I don't know why I'm crying..." Madoka said "The truth is, I can't remember anything. I-I think I might have hit my head, and everything is awful fuzzy now. But, for some reason, I feel so dreadfully sad that this girl has been crushed by my house." She shook her head miserably.

The familiars all gathered around her "It's just like Mayor Charlotte says." Said one of the cotton ball looking familiars "That wasn't a nice person, she use to be really mean to us."

"Indeed." Said one of the pairs of legs, speaking in a soft female voice "We are ever so grateful to you for crushing and killing that wicked witch."

"Yeah!" Said one of the cake's "So don't cry!"

"You see?" Charlotte assured her "You did a good thing."

Madoka sat back up and wiped the tears away from her eyes "W-well if she really was so bad... but... I still don't think it's good that I went and crushed her with my house."

"It's not like you did it on purpose." Charlotte said, patting her shoulder and trying to console her.

"W-well... that's true."

"How did you end up falling out of the sky in the first place anyway?"

"Like I said, I can't really remember... I hit my head... you see."

"Hm, amnesia..." Charlotte said, putting a hand to her chin and pondering it.

"I remember some things though!" Madoka explained "Like, my name is Madoka Kaname, a-and I'm from Japan. Do you know Japan? Is it terribly far from here?"

"Ja-pan?" Charlotte asked, tilting her head to the side "What a strange sounding land. Well, I certainly have never heard of... _Jah-Pahn_."

"I-I see..." Madoka said, frowning deeply "I feel as though I need to get back there, though. I know my mother will be ever so worried about me if I'm not home soon..."

"Well then, I think I know someone who can help you!" Said Charlotte.

"Y-you do?" Madoka asked.

"Sure, you just need to go see the wizard! He can do almost anything! I'm sure he can help you get your memories back!"

"The wizard?" Madoka asked.

"Sure, the wizard! Everyone knows about the wizard! Just ask anyone!"

One of the leg familiars spoke up "He is the most powerful being in the entire land!"

"They say that he can grant ANY wish!" Said one of the cotton balls.

Then the cupcakes chimed in "He is really nice too, and always helps people who are in need!"

"Yup!" Charlotte agreed "So if you go to him I guarantee he can help you get your memories back! I bet he can even help you get back to where ever it is you came from."

"C-can he really do something like that?" Madoka asked, hopefully.

"Sure, sure, it's no problem." Charlotte said, waving her hand carelessly "You see this yellow brick road here?"

Madoka looked at the road and nodded.

"If you follow this road it will eventually take you to the emerald city where he lives."

"I see..." Madoka stood up, and looked down the road which stretched far over the horizon "Just follow the yellow brick road?"

"Yup!" Charlotte smiled "Just follow the yellow brick road!"

Then they heard someone clear her throat, and they all turned around. The familiars all let out gasps, and started backing away, until Charlotte and Madoka were between them and the new comer.

It was a girl about Madoka's age. She had long black hair and a pointy black witches hat on her head. She had the same leggings as the girl who was crushed by her house, and she wore a dress made of black feathers which left her shoulders bare. Madoka couldn't help but think that she looked beautiful; all the dark clothing really brought out the fairness of her skin, and her eyes were a lovely deep shade of purple.

Standing all around this tall dark girl, there were small doll like creatures who were about half her height. They all wore gothic lolita dresses, and each of them had a mischievous smile spread across their painted faces.

"Who is that?" Madoka whispered to Charlotte.

"Oh no!" Charlotte gasped, as she went to hide behind Madoka. She hugged onto Madoka's back and peeked around her side "Th-th-that's, that's!"

"Homura." The girl said, her eyes were cool and intense "The wicked witch of the north, or so they call me." She grinned, clearly amused by the fear she inspired amongst all the familiars.

Madoka took a good look at this witch, and she got a similar feeling of deja vu from when she saw the other witch's stockings... "Um... but then, who is she?" Madoka asked, pointing over to the pair of legs under her house.

Homura raised an eyebrow and glanced over in the direction Madoka was pointing "She Homu too."

"She's Homu? And your..." Madoka seemed a bit confused.

"Homu." Homura explained "North witch, south witch, east and west. We all Homu here." Then she made a low guttural sound that sounded like _'HomuHomu'._ The Clara Dolls who stood at her sides all put their hands to their mouths and giggled softly; their eyes were sharp and menacing.

"I-I see..." Madoka said, taking a step back, getting the feeling that this Homu was up to no good.

"What are you doing here!" Charlotte shouted out bravely, but then shrank back behind Madoka when Homura shot her a look.

"I came to speak with Madoka." Homura explained, as she stepped closer. She walked forward until she was only a foot away from the short pinkette.

Madoka stared up at the tall raven-haired girl courageously. "W-what could you want with me? I-if it's about that other... um..." She glanced over to the pair of legs under her house.

"Homu?" Homura suggested.

"Um... yeah, that other Homu... Um, I really am very sorry! I didn't mean for my house to drop on her like that!"

Homura shrugged "No, that's not why I'm here, Madoka Kaname. But, let me ask you this. Were you planning to go visit the wizard and make a wish?"

"W-well, yes. I need to get back home somehow... a-and besides, Charlotte says he may even be able to return my memories. So..."

Homura's eyes narrowed and her facial expression became very dark "Madoka, mark my words. If you have the wizard grant you a wish, then everything you hold dear will be turned to ashes." She stared at Madoka for a long hard moment, until Madoka became intimidated and let her eyes sink away. Homura nodded, satisfied that she had won the staredown, then abruptly turned away. "This is your warning. If you choose to continue on this quest, then I will do everything in my power to stop you." She rejoined her group of Clara Dolls, then turned to shoot Madoka one last intimidating scowl "That's a promise."

The dolls all laughed and shot Madoka an equally menacing look, then followed their master as she walked away from the town.

"Oh! Don't pay any attention to her!" Charlotte said, as soon as Homura was out of earshot "She's just trying to scare you!"

"B-but why does she care if I make a wish or not? How does that affect her?"

"Oh, who knows. These Homu's are all the same!" Charlotte assured her "They just like to scare people and intimidate them! You really shouldn't let something like that stop you!"

"I-I suppose you're right..." Madoka said, still watching Homura walk away with her Clara Dolls "But... I don't know, something about her feels very familiar to me. I felt the same way about that other..." She glanced down to the legs "Um... Homu..."

"Well, well, well, I don't know what all that's about. Maybe it's something with your lost memories? anyway..." Charlotte started pushing her along "There's only one way to get to the bottom of all of this."

"W-what's that?" Madoka asked as she was pushed forward.

"Follow the yellow brick road!"

"Follow the yellow brick road?"

Then all the familiars chanted together "Follow the yellow brick road!"

"Um... O-ok! Thank you all so much!" Madoka said as she was pushed further down the road. Once she was on her way they stopped pushing her and just cheered as they watched her continue on. She stopped several times along her way to turn back and give them a wave. Charlotte was at the very front of the group of strange townsfolk, jumping up and down and waving as her new friend went on her way.

* * *

Madoka got into a quick rhythm as she continued down the road. She strolled along, occasionally skipping and singing to herself.

 _"Oooo, follow the yellow brick road!_

 _To the wonderful wizard of OZ!_

 _He'll send me back to Mitakihara Town because, because, because!_

 _He's a wonderful, wonderful wizard and ALL._

 _Don't worry about scary Homu-RA!_

 _Just follow the yellow brick roooaad!_

 _Follow the yellow brick,_

 _follow the yellow brick,_

 _follow the yellow brick, ROOOAAAD!"_

Then she stopped, when she realized she had come to a fork in the road.

She looked north, east and west, and in each direction there was an identical yellow brick road stretching far over the horizon, and no signs to clue her in on the right way to go. "Oh... now which way do I go..." She said to herself, as she pondered each of the three paths.

"You should go that way!" She heard a voice say.

Madoka flinched, and looked around. "Um..." She couldn't see anyone but she was sure she had heard a voice. Aside from the three roads, all she could see in any direction were fields of corn, and a single scarecrow perched up on a pole right at the split in the road. "Did someone say something?" She asked, looking around. Her eyes set on the scarecrow for a moment. It had blue hair, and it's left arm was pointing down the east path. It's clothing seemed rather raggy, and it's face was stitched together along the side of it's cheek. There was a bit of straw spilling out of it's sleeves and the bottoms of it's pant legs.

Madoka took a three-sixty look at her surroundings and called out again "Is someone out there? I know I heard a voice!"

"That ways nice too!" She heard the voice again.

Madoka flinched, and looked all around. Knowing for sure there was no way she imagined it that time. She didn't see anyone in sight however... except... She looked at the scarecrow. It now had its right arm pointing down the west path. "Wait... I could have sworn that it was pointing the other way a moment ago..." She said to herself, and eyed the scarecrow suspiciously. It remained completely still, and just stared out over the horizon, unmoving and unflinching.

Madoka turned away from it and called out once more "If someone's out there!"

"North is lovely this time of year as well!" Madoka instantly turned back to the scarecrow and saw it moving its arm to point up the north path.

"I KNEW IT! You really are alive!" Madoka said, walking over to the scarecrow.

The scarecrow just laughed and scratched the back of her head "Heh, guess you caught me!" She said with a smile.

"Why didn't you just introduce yourself in the first place?" Madoka asked, giving blue haired scarecrow somewhat of a scolding grimace.

"Oh, well don't be mad at me." The scarecrow said "I was just trying to have a little fun is all. It gets boring being stuck up here scarin' crows all day, you know? Seriously! I never get a break!"

"Y-you mean you're up there all the time?" Madoka asked.

"Yup, morning, noon, and night!"

"But… doesn't that get lonely?"

"Lonely? You think so? I really wouldn't know… you see, I haven't got a brain. So I don't know much of anything." The scarecrow grinned and knocked herself on the side of the head "Nope, no brains at all!"

"Um..." Madoka wasn't sure what to make of this person… could it be called a person? Either way, she didn't want to be rude, so she held out her hand "Well, my name is Madoka Kaname... I-it's ever so nice to meet you!"

The scarecrow smiled and took Madoka's hand "Nice to meet you too! They call me Sayaka, Sayaka the Scarecrow!"


	3. The Scarecrow and the Tin-Girl

"They call me Sayaka, Sayaka the Scarecrow!" Sayaka laughed "Or… at least I think that's what they call me. I'm not really sure sometimes." She seemed to ponder this for a moment "Yup, I'm not right about a lot of things, but I'm most certainly right about this! I'm Sayaka." She folded her arms and nodded triumphantly, seeming to be proud of her conclusion.

"I'm a little bit confused though…" Madoka said "I hope this isn't rude to ask… but how is it that you can be alive and not have a brain?"

"I guess someone forgot to give me one. Who knows? Certainly not me!" Then Sayaka started laughing, Madoka realized she had tried to make a joke and laughed along with her.

"Um… well, what I mean is, without a brain you wouldn't be able to move, or talk, or anything else. So surely you must have at least some brains."

Sayaka smiled brightly, as if she had just been paid a huge compliment "Wow! It's so nice of you to say so! Seriously, that's the nicest thing anyone has ever said to me! Or, at least I think it is." Sayaka folded her arms again and got that pondering expression on her face as she thought it over.

"Um… you're welcome?" Madoka said back, unsure of herself.

"Anyway, I don't see many people coming down this road too often. Where are you going?" Sayaka asked.

"Well, it's a long story… but the truth is I'm not from around here. I was told that there is a wizard somewhere at the end of this road, and apparently he can help me get back home."

"The wizard you say! That's fantastic!" Sayaka exclaimed "Actually, the thing is, I wasn't always like this."

"You weren't?"

"No! I'm almost sure of it; I'm not sure of many things but I am sure of this. You see, I once went to the wizard because I needed a wish granted. In exchange for the wish, I had to become a scarecrow and watch his cornfields for him. The only problem is, I think he accidentally forgot to include a brain." Sayaka laughed "Ever since then, I've been stuck up here, not really sure what to do about the situation. If I had a brain, I'm sure I could come up with a plan. Then again, if I already had a brain to think of a plan with, I wouldn't need a plan on how to get a brain because I would already have one."

"Oh, that's terrible!" Madoka said "But, maybe if you went back to the wizard, you could tell him about his mistake. Everyone tells me he is a kind wizard, so surely he would help you."

"You think so?" Sayaka asked, the suggestion seemed to brighten her up a bit.

"It's worth a shot right? Since I'm going there anyway, why don't you just come with me?"

"Now that sounds like a great plan!" Sayaka said, and her legs started moving in the motion of walking. However, since she was hanging from a pole and suspended in the air, she didn't actually get anywhere. She looked down at her legs, confused.

"Um… maybe I should let you down first?" Madoka offered.

"That's another great plan! It sure is a good thing at least one of us has a brain." Sayaka said with a laugh.

"Ok, just one second." Madoka went around to the back of the pole, and examined the rope that held Sayaka there "It looks like if I just…" She got her hands on the rope and pulled it loose, and instantly Sayaka fell from the pole. "Oh!" She saw that some of the straw had fallen out Sayaka's side, and her leg had twisted into an awkward angle underneath her body "I'm so sorry! Are you ok?" Madoka asked, picking up the hay that Sayaka had lost and running to her side.

"Haha! don't worry about me, that kind of stuff happens all the time… or at least I think it does." Sayaka thought it over, then started laughing.

"But you lost some of your hay!" Madoka said anxiously, holding it out to her.

"Ah, then I guess I'll just stuff it back in." Sayaka took the hay from her then stuffed it back up under her shirt. "See that? As good as new!" Then Sayaka worked on readjusting her leg into the right position, and brushed herself off as she stood up.

"Well, as long as you're ok…" Madoka said, looking her over and deciding that she did indeed seem to be ok. "Anyway, do you have an idea which way to go?"

"Hm, well lets see…" Sayaka took a good look down each of the three paths, before seeming to decide on the north path "North, definetly north." She took a step in that direction, and Madoka followed her. However, after only three steps Sayaka stopped and Madoka ran into her back "Oh wait, my mistake. It's actually west." Then she turned and started heading that way just as confidently as she did with the north path, only to stop once again and once again cause Madoka to run into her back. "Or maybe… east…"

"You really don't know… do you?" Madoka asked, realizing she should have already expected that.

"No, no, I know, I've been to the Emerald City before after all… I just…" Sayaka went back to pondering the three paths. She grinned and shrugged and said "I just can't seem to make up my mind right now." Madoka sighed, realizing how hopeless this was becoming. "Why don't you pick? You're the one with the brains after all."

"But… I have no idea where I am." Madoka said back, sighing deeply "However… I suppose it won't do any good to just stand here, sooo…" Madoka took a look down each path "At first you said north, so why don't we go that way? Maybe we will meet someone along the way and they can tell us if we are heading in the right direction or not. If it's wrong, then we can always head back, I suppose."

"Good idea!" Sayaka said with a smile "North it is!" And she started heading down the east path. Madoka's head hung low, and she sighed as she pointed up the north path. Sayaka looked back with a grin "Oh, so THAT'S north. Well then, without further adieu!" And then they were finally on their way.

* * *

"So you said that you had the wizard grant you a wish?" Madoka asked, as the two of them strolled down the yellow brick road together.

"Yup, sure did. I had a friend who was sick, and I wished for him to be better."

"Did it really work? Did your wish really come true?" Madoka asked, excitedly.

Sayaka nodded "Yup! Sure did! He was back to one hundred percent just like THAT. But…"

"But?"

"Well… between you and me, I really kind of liked him. I'm happy he got better, but I was also kind of hoping that since I made that wish for him it would make him like me back." Sayaka shrugged "Thing is, he is so smart and everything, and since the wizard forgot to include a brain when I got my new body… Well, I guess he wasn't interested in some stupid brainless scarecrow afterall." Sayaka laughed and knocked herself on the side of her head.

"Oh… Sayaka, that's so sad!" Madoka said.

"Is it?" She said with a smile "I wouldn't really know."

"Of course it is! Well, when we get to the Emerald City I'm going to make sure that wizard fixes his mistake and gives you a brain!"

"Do you think he will?"

"Of course! If he doesn't, then he is not a good wizard at all!" Then Madoka noticed someone standing further up the trail. "Oh! Looks like we are in luck. We can ask that person up there if we are heading the right way."

They both quickened their pace, but the person who they were walking towards didn't seem to notice them. Madoka shouted "Excuse me!" and waved her hand, but there was still no response. As they approached, Madoka said "Excuse me! Sorry to bother you… but can you… oh…"

Sayaka looked back and forth between Madoka and the tin-clad redhead who stood at the side of the road "What's the matter?" She asked.

"I thought it was a person, but looks like it's just a statue."

"Oooooh…" Sayaka said, getting that pondering look on her face and looking the statue over. It took the form of a teenage girl about their age, and apart from her long red hair which was done up in a ponytail, she seemed to made entirely out of metal. Her skin was chrome, and she had bolts along the left side of her face from where she was melded together. Even her clothing seemed to be of a thin metal substance; perhaps aluminum? She wore a tunic with a skirt underneath and knee high boots, all of which had that same tin coloring. Sayaka walked over and tapped on her chest, which created a hollow thunking sound.

"Yup, just a statue!" Sayaka agreed, as she laughed and thunked on the tin girl's chest again.

 _"Oooyyaal!"_

Sayaka screamed and jumped back "Woah! Did you hear that!"

Madoka hadn't heard it, and looked at Sayaka with a raised eyebrow "What?"

"I think it just made a sound… look." Sayaka walked over and beat on it's chest once again.

 _"Aaaaarg-ggggrrnnnaaa-kkkuuurrr-ruuuuu!"_ The tin girl's eyebrows moved down just enough for her to make a scolding expression as she forced unintelligible words to come out of her motionless mouth.

"Oh! She's alive!" Madoka said, running over to her "Um… excuse me, but can you tell us if we are heading the right way to Emerald City?"

The tin girl made more groaning sounds and Madoka looked at her with a concerned expression, getting the impression that she was trying to ask for help.

"Welllp, guess she doesn't know." Sayaka laughed "Oh well, it was worth a shot, maybe we can find someone else." Then she grabbed Madoka's hand and started pulling her back along.

"Sayaka, wait! I think she wants something."

"Think so?" Sayaka asked, curiously.

Madoka went back to the tin girl "Um, is there something you want from us?"

"Yaaashhh!"

"I think she said 'yes'!" Madoka said to Sayaka, then turned back to the tin girl "What is it? What do you want?"

"OOooyyyaaaalll!"

Madoka looked confused "I'm so sorry, but I don't understand."

"Here, let me try." Sayaka said, pushing Madoka to the side and putting her ear close to the tin girls mouth "Ok now say it once more."

 _"Ooooyyaaalll!"_

Sayaka grinned and pounded her first into her palm "I got it!"

"Well what is it?" Madoka asked her.

"It's simple, she just want's some oreos." Sayaka laughed "Oh, wait… what's an oreo?"

"Um… well, where I come from there are these little chocolate cookies called oreos. They are really tasty, but I don't think we can-"

 _"RRROOOOOO!"_

Sayaka laughed and scratched the back of her head "I think she just said no, guess it wasn't oreo after all."

 _"Oooooyyyaalll!"_

"Boil?" Sayaka said, "Are you concerned that those bolts on the side of your neck look like boils?" She laughed "Well, don't worry about it, you look just fine!"

 _"RRROOO! Oooooyyaalll!"_

"Soil?" Madoka guessed.

 _"Oooooyall!"_

"Foil!" Sayaka shouted out, sure that she got it right this time "she's telling us that she is made of foil!"

 _"Oooooyall!"_

"Um… Oil?" Madoka said.

 _"RRRESSS!"_

"Oil!" Madoka shouted out "It's oil!" Then she started looking around "But… I don't see any anywhere."

"Look, over there!" Sayaka said, pointing. Then, Madoka saw a small can of oil sitting on top of a tree stump.

"Ok, we found it! Just one second."

They got to work squirting the oil all over the tin-girl, starting with her mouth then moving onto her joints. Once that was all done, the tin-girl let out a sigh of relief and started stretching her limbs. "Man, it took you guys long enough. I thought you were never going to get it." the tin-girl looked over to the scarecrow and clicked her teeth "Especially that dummy."

"Hey! Who are you calling a dummy!" Sayaka shouted back "Oh… wait…" She looked at her hands curiously and grinned, "Well, I guess technically I am a dummy… but still!"

"Um… are you ok?" Madoka asked the tin-girl "How did you end up like that?"

"Well, I was on my way to see the wizard, I stopped here to take a break, but then it started raining. I got all rusted up and have been stuck like that ever since."

"The wizard! Does that mean we are heading the right way?" Madoka asked her, excitedly.

"So, you're off to see the wizard as well, huh? Well yeah, you're heading the right way. Anyway, I better get going, I wasted enough time already."

"W-wait," Madoka said, reaching after her "As long as we are heading the same direction, why don't we travel together?"

The tin-girl looked back at them with narrow eyes. "Sorry, but I'd rather travel alone, I don't need you two numbskulls slowing me down… Later."

"Hey wait a second!" Sayaka shouted after her, forcing the tin-girl to turn around once again. "You know, you're being really rude! After we helped you the very least you could do is say thank you or something! Seriously! You're being so mean! So inconsiderate! So… so…" Sayaka reached, trying to think of the right word.

"Heartless?" The tin-girl offered.

"Yeah that's right!" Sayaka said, pointing an accusing finger at her "You're being heartless!"

"Yeah, well that's the problem." The tin-girl said, then thunked on her own chest to create that same hollow sound "I ain't got a heart. Anyway, I'm going now. Quit bothering me."

"Wait!" Madoka said "Um… C-can you at least tell us your name?"

She looked at the small pinkette with a neutral expression "Kyoko, Kyoko the Tin-Girl."


	4. Homu Strikes Again

"Man! That tin-girl was a real jerk! Wasn't she?" Sayaka said with folded arms and a deep frown on her face, as she and Madoka continued down the yellow brick road together "Honestly!" Kyoko had already abandoned them, and continued on alone.

"I don't know…" Madoka said passively "I kind of feel bad for her. She didn't necessarily seem mean. I actually thought she seemed kind of sad."

"Sad? Do you think so?" This concept seemed to piqued Sayaka's interest, as she got that deep pondering look on her face.

"Well, sure. Couldn't you tell?… oh wait…" Madoka returned the grin that suddenly came over Sayaka's face "You wouldn't really know, would you?"

Sayaka laughed and smiled brightly "Nope! Sure wouldn't!"

They both shared a laugh together, but then stopped when they thought they heard a sound. They looked around, and from somewhere back in the thickets of trees and brush which lined this part of the yellow brick road, they heard a sound. It sounded like _'homuhomu'_.

The _homu_ sound was then followed by small bouts of chuckling laughter, and those short doll like creatures that were with Homura before started revealing themselves from out of the thickets. Sayaka and Madoka huddle close together, as they each anxiously looked around for an escape root, but they soon found themselves surrounded by the dolls on all sides with no way to escape.

"W-what are those things?" Sayaka yelled, holding onto Madoka tightly

"Oh no! They belong to the wicked homu of the north!"

"What? Whats a homu?" Sayaka asked.

"That would be me." Came that familiar cool dark voice, and the clara dolls that blocked the north of the path stepped to the side, clearing a path for Homura. Homura stepped into the circle to confront the adventurers, and looked over the two of them with narrow eyes "So, Madoka Kanama, it seems you did not heed my advice and abandon your quest to find the wizard." Her head tilted to the side and a sardonic smile spread across the face "How foolish."

"Hey! I don't know who you are!" Sayaka said, stepping forward "But you better back off! Or…Or I'll… I'll..." Sayaka thought it over.

"Or yoo _ouuu'll…"_ Homura let an amused grin come over her face, her eyes were dark and menacing "What? exactly?" The clara dolls laughed.

"Um… W-well, I'm not really sure yet! But once I think of something, you are going to get it!" Sayaka shouted, and she raised a fist in the air.

The clara dolls all put their hands to their mouths and let out another round of laughter. Homura joined the laughter for a moment, before her face returned to its cold expression. She raised a hand in the air, commanding the laughter to a stop. Her lips parted into another evil grin and she put a finger to the side of her face "Go ahead and try something. I'll pull all the hay out of you and use you to stuff a matress." Sayaka stared her down bravely "Now, why don't you step aside? I'm here for Madoka Kaname."

Sayaka refused to obey the request, and stood her ground. Madoka stepped forward and gently moved Sayaka to the side "It's ok Sayaka-chan." She whispered to her, then looked to the tall darkly clad homu who blocked their path. Homura stared back at her with her thin white arms folding over her scanty black feather dress. "I-I never did anything to you! S-so why are you trying to stop me?"

"I thought I explained already. If you meet with the wizard, no good will come of it. You would be wise to just abandon your quest."

"Even if you say that… I have to at least try! Besides, it's not just for me. Sayaka needs to see the wizard as well, and I can't just abandon my friend!"

Homura scoffed "You should just forget about Sayaka the Scarecrow, you can't do anything to help her."

"Listen here you!" Sayaka said, stepping forward once more "You'd better just leave us alone! Or you're going to regret it!"

Homura laughed "So, the scarecrow wants to play ball, hu?" She smiled evilly and raised a hand in the air "Very well then. Here, catch." a fireball suddenly appeared in her raised hand. She grabbed onto it as if it were a baseball and tossed it at Sayaka's feet.

Sayaka screamed and jumped backwards to avoid it, tripping and falling on her butt in the process. The ground at her feet was aflame, and she did her best to scoot away from it, screaming in a blind panic and folding her legs up into her chest to keep them from being burnt.

"Oh no!" Madoka screamed. She tried her best to stomp the flames out with her feet, but wasn't having much luck. Sayaka at least had managed to get far enough away to keep herself safe from going aflame, but the fear was clear in her eyes. "Ah! Stop it Homura!" Madoka screamed, stomping and kicking at the flames.

Homura just let out a burst of laughter, and her dolls all joined in on the fun. "On second thought," Homura jested "I don't think I'll make a mattress out of you after all. That's too good for the likes of you. Maybe I'll use you to bed a chicken coop, and whatever's left over I'll just keep around for tinder." The clara dolls laughed and danced around, clapping and cheering, clearly amused by Homura's antics "I think that's more fitting, don't you think?" Sayaka was too lost in terror to respond, and just continued screaming and scooting away from the spreading flames.

Madoka continued trying to stomped the flames out, but accomplishing very little. "Stop it Homura! PLEASE STOP!" Her face was flush and panicked.

Then, they was a metallic crash, and the clara dolls all stopped their laughter. Two of the clara dolls at the back of the group fell to the ground, and Kyoko revealed herself, kicking their fallen bodies to the side as she entered the circle.

"Out of the way, idiot!" Kyoko said, as she pushed Madoka to the side and fell to her knees in front of the flame. She used her metal hands to pat the flames down and eventually extinguish them completely.

"K-Kyoko!" Madoka exclaimed.

"It's you!" Said Sayaka. She got herself back to her feet and brushed herself "Hey, thanks! Guess I owe you one." She held a hand to her chest and tried to calm her racing heart.

"Yeah, don't mention it, dummy." Kyoko said dismissively and turned away from her to face Homura.

"D-dummy!" Sayaka yelled, seeming to have totally forgotten the fear she was feeling just moments ago "You better take that back!"

Madoka whispered "Sayaka, you ARE a dummy."

Sayaka suddenly looked surprised and then started examining her own hands with that amused smile on her face "Heh, oh yeah, thats right! I forgot again."

Kyoko held her hand out and with a flash of light a chrome spear appeared in her grasp. Homura just watched with folded arms and a raised eyebrow as the redheaded tin-girl took a battle stance. "Alright, homu, these two are with me. So, if you want to get to them you're going to have to go through me first!"

Homura let out an annoyed sigh "I was under the impression the tin-girl was a loner and only fought for herself. Why are you now deciding to ally yourself with these two?"

"Let's just say I have my reasons. Either way, I don't have to explain myself to you. Now, back off!"

"Or how about instead, I make a beehive out of you?" Homura grinned, and her dolls let out a burst of laughter.

"Beehive? Is that the best you got? Heh, please... just try it!"

"Well, this has gotten annoying. More trouble than its worth, honestly." Homura clapped her hands and turned away, and the clara dolls started breaking away from their circle to follow after her "I'll give you a chance to reconsider your actions, tin-girl. And if the three of you choose to continue with this foolishness, I promise, the next time we meet your journey will come to an end."

"Wait!" Madoka shouted after her, and stepped past Kyoko and Sayaka "Why are you doing this? Why can't you just leave us alone?"

Homura looked back to Madoka, and an amiable expression suddenly came over her face as she looked her up and down. Madoka blushed, feeling a certain level of discomfort. It felt as if Homura's soft searching eyes were crawling all over her and undressing her. "You always were strong willed. I respect you for that, but in this situation I think those qualities are a hindrance." Sayaka stepped forward to stand at Madoka's side and gave Homura a deep accusing scowl. Homura simply ignored her and a warm smile came over her face as Madoka stared back at her with an expressed determination "There are things you do not yet understand... but, perhaps you will in time. If you were wise, you would just heed my words and put an end to this." She laughed and turned away "Until next time, Madoka Kaname."

* * *

"Man! What a creep!" Sayaka said, once Homura and her clara dolls were out of sight and the three of them were once again on their path down the yellow brick road. "Stuff me into a mattress, huh? Well, I don't care if the wizard can give me a brain or not. I'm going to see this through to the end!"

"Me too." Said Kyoko "Make a beehive out of me, will she? Psssh, well I don't care if the wizard will give me a heart or not. I'm not backing down."

"I just wish I understood why…" Madoka said "I mean, does she really have to be our enemy?"

"Well, she's the one picking a fight with us? Isnt she?" Kyoko answered "It can't really be helped."

"I guess you're right." Madoka agreed, grudgingly.

Sayaka looked over to Kyoko "Hey… um, tin-girl?"

"Just call me Kyoko, dummy."

Sayaka blushed and her eyes shifted around nervously "Um, I just wanted to thank you for helping me out back there. I'm not scared of much, but I am scared of fire." Sayaka grinned and pulled a bit of straw out from under her sleeve to show it to her "I guess that's normal when you are made out of straw, though."

Kyoko grinned "Heh, yeah, I guess so."

"A-anyway. You were really brave back there. I owe you one." Sayaka's hands fidgeted around nervously as she gave Kyoko her thanks. Kyoko's own chrome face wasn't capable of blush, but the expression that she made still said it all. Madoka noticed this, and let herself fall back behind the group a bit so she wouldn't be in the way, and she smiled to herself as she watched the two of them.

"Hey, don't mention it." Kyoko said, scratching the back of her head "I mean, you guys helped me out first. So It's the least I could do." Then, she cleared her throat and forced herself back into a neutral expression as she sped up her pace "Well, I mean, don't get the wrong idea! I just didn't want to be in your debt. Besides, I have my own reasons for joining up with you. Ok?"

Sayaka's shoulders slumped down, and Madoka frowned. Sayaka was disappointed by Kyoko's response, but she regained her composure and timidly asked "Um… So, how did you end up becoming a tin-girl in the first place? I-if you don't mind me asking."

Kyoko suddenly stopped, and sighed. She looked to the left of the brick road and gazed out over the horizon. Sayaka and Madoka both looked in that direction as well, and they could see a structure far off in the distance. It looked like a church which hadn't been occupied in years. The windows were boarded up, and the left wall was black and charred from where there must have been a fire "You want to know?" Kyoko asked with a distant voice. Then, she looked back at them with a somewhat sad expression on her face "I can show you. Feel like making a small detour?"


	5. The Tin-Girl's Past

Homura was sitting in a large cushioned chair, gazing out her magic window as the clara dolls busied themselves with cleaning up her chambers. Two of the dolls were busy straightening the sheets on her bed, others were dusting her countertops, and a few more were sweeping the floors. Through the window, Homura could always see the one thing she desired most. She watched as Madoka conversed with her two allies, although Homura could not hear what was being said.

"Soooo, it seems you have failed to stop her once again. How... pu _rrrfect_ ly expected."

At the sound of the newcomers voice, Homura glanced back, and saw her sister from the west sitting in the shadows, licking at the back of her paws. Her sharp yellow cats eyes glowed in the darkness.

"So it may seem." Homura said, brushing off her feather dress as she stood "I'm simply allowing Madoka a chance to understand the truth of what awaits her in the emerald city. My hope is that she will come to understand the wizard is not what he is known to be, and abandon the quest on her own."

"And if she doesn't?" The Homu of the West smiled with one fang poking out of the side of her mouth, and her whiskers knitted up "What will you do then?"

Homura started walking towards her with narrow eyes "I suppose I'll have to be more forceful." She raised her hands and clapped twice, causing the lanterns that lined the walls to go aflame and light up the room. The clara dolls also got the idea their master was about to have a conflict with this other homu, so abandoned their chores and went to stand by her side. "Whatever the case, this is of no concern to the likes of you."

The western Homu stood and started backing away, glancing amongst the clara dolls and their master suspiciously "Come on now Homu, what seems to be the... pu _rrroub_ lem?" Her black cat's tail wagged threateningly and her ears folded down as she circled backwards to get her back away from the wall. The clara dolls fanned out and kept her cornered, each with that typical menacing smile spread across their face. She raised her paws, and extended her claws. With a hiss and bared fangs, she batted at one of the dolls who got just a little too close, and it backed off a few steps in response.

"We've agreed that I will be the one to deal with this situation." The northern Homu explained "I'm having enough doubts about our awkward little sister from the east staying out of this, the last thing I need is you sticking your... paws... into the situation as well."

"And why exactly do you get to be the one to have all the fun! I want to play with Madoka too, you know!" She stepped forward, but backed up again when the clara dolls moved to block her path.

"That's just the problem, dear sister, this isn't a game, and I don't trust your judgment in these matters." Homura turned away and snapped her fingers to signal her clara dolls "Return to your work, now." She commanded them. The clara dolls all looked amongst each other and smiled, then scattered amongst the room to retrieve their brooms and dusters and get back to cleaning. Homura crossed the room to take a seat by her magic window, and continued to keep tabs on the girl who she desired.

Her sister came up behind her "C-can I at least watch?" she said with her ears drawn back and a pouting expression over her whiskered face "It's no fair! I never get to even see Madoka!"

"Fine..." Homura said. She picked up an empty wine glass from the windowsill and held it out. A clara doll quickly ran over to her with a bottle and filled the glass for her. "You can watch, if that will satisfy you, but that is all I will allow you to do." She raised the glass to her lips and took a sip.

Out the window, they could see the pink haired girl and her two new friends as they approached a beat up old church.

* * *

There was a loud crash as the door was knocked down. Kyoko led the way in and Madoka and Sayaka followed close behind her. Kyoko led them down the center aisle. Rows of empty seating were on either side of them as the three walked through the church. Once at the end of the seating area, Kyoko kneeled down infront of the alter. She closed her eyes, folded her hands, and bowed her head.

Sayaka tugged on Madoka's sleeve and whispered into her ear "What's she doing? Is she taking a nap?"

"No." Madoka whispered back "It's called praying… it's…" Madoka knew trying to explain the concept of God and religion would go way over Sayaka's head, so she went with something a little simpler "It's a type of ritual some people do."

"Oh… I see…" Sayaka watched Kyoko curiously and pondered the idea. Madoka looked around the church, it looked like this place hasn't been used in years. It was dusty, and many of the stained glass windows that lined the walls were cracked and broken. The far back wall had a significant amount of fire damage. A good portion of the wall had fallen off and through it blue sky could be seen, framed by the charred wood.

"You want to know where we are?" Kyoko eventually asked, as she finished her prayer and stood. She turned to her two new companions "It's my father's church. And the reason it's like this now… well…" She shrugged as she gestured around "It's my fault that it's like this."

"Kyoko…" Madoka whispered.

"What happened?" Sayaka asked, innocently.

Kyoko turned away and walked around to where a set of stairs led up to the stage. With each step of her metal shoes, a metallic clunk was let out which echoed throughout the entire church. "My father was a preacher here." She explained "He was a good honest man, and he was way too nice. He wanted to make the world a better place, and thought he could do it through his preaching.

"You see, he felt that people tended to rely on the wizard too much, and he thought people should all work together and stand on their own two legs to help make the world a better place, and not simply rely on magic to do it for them. People got upset about this idea, though. They were all so use to the idea that things could be taken care of through the magic of the wizard's power, and they felt as though my father was insulting them with his preaching. So, they got mad, and stopped coming to his sermons.

"It was so unfair! They were totally not listen to what he was actually trying to say! If they would have just calmed down and took the things he was saying seriously, they would have seen that he was right! Yeah... but in the end, no one listened… and my family became very poor. Things got so bad, there were a lot of times when we didn't even have any food. I finally got fed up with it, and tried to fix things on my own.

"I thought if I went to the wizard and explained what was happening, he could make the situation better. It's not like my father was necessarily speaking against him or anything like that, he just thought it would be better for people to not rely on him so much. Really it would have been better for the wizard as well, if people could start taking care of themselves more and not just go to him for every little thing… you know?"

"And what happened?" Madoka asked.

"The wizard said he was touched by my will, and my commitment to my family. That's why he granted me a wish, but in exchange I had to become a tin-girl and watch over his lumber fields. I accepted the terms, and wished for everyone to start listening to what my father had to say.

"The next day, people started flocking back to my father's church. My father was upset with me for making a deal with the wizard at first, but he was also appreciative that people were giving him a chance. Even though I was a tin-girl, things were really good for a while. My family was no longer poor, and my father was really happy…

"Then… my father realized people weren't listening to him because they believed in what he was saying or thought it made sense. It's more like they were brainwashed, and they would just blindly follow whatever he said. This made my father angry… He was angry at the wizard, he thought this was some cruel joke the wizard was playing on him, perhaps to settle some sort of vendetta. He was convinced that the wizard was his enemy, and even went as far as to accuse me, his own daughter, of siding with the wizard over him. He said that I was no daughter of his, and banished me from coming back to my own house.

"I was homeless for a while, and just lived in the lumber fields, fulfilling my end of the agreement I made. It wasn't the wizards fault things turned out this way, after all, he gave me exactly what I asked for… However, a couple weeks went by and I heard some bad news about my family. Apparently, my father used his powers of persuasion to raise an army, and he planned to lead an attack on the emerald city. However, the emerald city guard caught wind of this, and went to burn down my father's church and put an end to his mad teachings.

"They succeeded in burning the church… as you can see… as for capturing my father, well, knowing his war was over; he killed my mother and little sister then killed himself so that he wouldn't be imprisoned. Thus, I was left behind; with no friends, no family, and no home…" She thunked on her chest "Now I'm just a lonely tin-girl without a heart."

Sayaka was brought to tears over the story "Kyoko! That's so sad!" She shouted.

Kyoko shrugged "It really doesn't bother me… The way I am now… I don't really feel any emotions, I don't think I ever even properly grieved for my family's death." She stepped off of the altar and started walking back toward the entrance of the church "The truth is… I really don't care… That's why I want to get my heart back. Because I think even sadness would be better than this emptiness I feel."

Madoka thought about this, she wanted to give Kyoko some comforting words, but it seemed Kyoko didn't want to hear anything from either of them right now, as she just walked right past the two of them. "We better get going." Kyoko said "There's a forest a little further up the yellow brick road, and it will mean big problems if we don't get through it before nightfall."

Madoka followed Sayaka and Kyoko out of the church, but just before leaving, she stopped and looked around. She thought she caught some motion out of the corner of her eye; it came from somewhere back in the rows of empty seating that filled most of the church. She just stared at the area she thought she saw the motion from, but eventually shrugged it off, figuring she was just imagining things… although, she was convinced that she had also heard a sound… it sounded kind of like... ' _~homu'..._


	6. Lions and Tigers and Bears

Madoka spent a lot of time thinking over Kyoko's story as the three of them continued down the yellow brick road together. She could tell by Sayaka's facial expression that she was thinking on it rather deeply as well.

What Madoka was concerned about was a certain similarity between Sayaka and Kyoko's story. With Sayaka, she wished to heal a boy's illness, but ended up getting a bad deal in the end because losing her brain caused the boy to have no interest in her. It seemed that similarly; Kyoko's wish didn't work out for her either in the end. Also it was starting to seem like the wizard wants something in return for his miracles. What would the wizard ask of her in order to return her memories and send her back home? She wondered, and hoped it wouldn't be anything too bad.

"Hey… Kyoko…" Sayaka said, catching up to the tin-girl who had been leading the group "Um… You're story was really sad… er, at least I think it was." The tin-girl raised an eyebrow at her "Well… what I mean is, I kind of know what it's like."

"What are you talking about? Dummy?"

"D-dummy?" Sayaka's face went red "HEY! You better take that back! Or else I'm gonna… um..." Sayaka trailed off when she saw the amused grin the came over Kyoko's face "Oh… wait, I am a dummy, right? Heh, sorry I forgot again." And she laughed, scratching the back of her head. A smile came over Kyoko's face as well, and Madoka noted that it was the first time she saw a positive emotion out of the tin-girl. "Um… anyway…" Sayaka continued "You just wanted your wish to help someone, but it backfired… it was actually the same for me, so I kind of know what it's like… or at least I think I do." Sayaka cleared her throat "Anyway…"

Kyoko nodded and smiled at her "I get it, thanks… Well, anyway, the woods are coming up. What kind of magic do you have?"

"Magic?" Sayaka asked.

"You made a contract with the wizard right?"

"Yup! In exchange for my wish he turned me into a scarecrow so I could watch his cornfields."

"Well then, he would have given you some kind of power to help with that…" Kyoko slowed to a stop and turned to face Sayaka, Madoka stood back and watched "Here, just do what I do. Envision your weapon and simply reach for it, and it should appear." Kyoko held her hand to the side and with a flash of light, the spear she had threatened Homura with appeared in her grasp. Sayaka watched with fascination.

"Ok… um…" Sayaka waved her hand and grabbed at the air, and when she closed her fist she found her hand closing around something that wasn't there before. There was a flash of light, and a scythe with a long wooden pole for a handle, and a black blade, appeared in her hand. "WOAH!" She laughed and started swinging it around "So cool!" Kyoko had to duck down to avoid having her head taken off as Sayaka played with her new weapon.

"Hey! Watch it, idiot!" Kyoko snarled.

"Oh, sorry." Sayaka laughed, and went to scratch the back of her head, but forgot that the scythe was in her hand. The blade of the scythe ended up connecting with her own neck and taking her head right off.

"SAYAKA!" Madoka screamed, as Sayaka's severed head fell to the ground. Her headless body looked left and right with, still holding the scythe.

"Haha, woopsie!" Sayaka's head laughed.

"Ah… um… Are you alright?" Madoka asked, cautiously, and took a few steps back to avoid the scythe that was still being swung around as the straw-stuffed body searched for it's severed head.

"Sure, sure!" Sayaka's head laughed "This happens all the time! Or… at least I think it does… Anyway, can someone put my head back on, please?"

Kyoko folded her arms and grimaced "I'm not getting anywhere near that thing until you disenchant your weapon!" Both Madoka and Kyoko were suddenly well aware of why the wizard didn't bother to explain magic to the brainless scarecrow…

* * *

"T-these woods sure are scary!" Madoka said, sticking close to Sayaka's back as they made their way through the woods.

"Really?" Sayaka laughed "I wouldn't really know. Since I don't have a brain, I don't know if something should be scary or not! Well… I do know that fire is pretty scary at least, but I guess anyone would know THAT." She laughed again and pulled some straw out from under her sleeve to show it to Madoka "Especially when you are made out of straw!"

"I don't have a heart." Kyoko said "Therefore, it's difficult for me to feel emotions like fear. Nothing really scares me anymore… except for rain, of course." She banged on her tin chest and made a hollow thunking sound "That's pretty much natural when you have a body that will rust in the rain, though."

"I-I've have never been in a dark woods like this before." Madoka said, still clinging close to Sayaka's back and glancing around nervously "W-what if there's lions? Or tigers? or BEARS!"

"Oh my!" Sayaka said, "You're right, that does sound kind of scary!" She put her finger under her chin and thought it over "Or… at least I think it does."

"I-it also feels as though someone… or something… has been following us…" Madoka glanced back at the thickets which lined the yellow brick road as it twisted and turned its way through the dark forest. She noticed one of the bushes move, and heard a sound… _'~Homu'..._

"D-did you hear that!" Madoka said, pointing at the bush and grabbing tight onto Sayaka's arm. Sayaka and Kyoko both stopped and looked back.

"Is it a lion?" Sayaka asked.

"Or a tiger?" Kyoko asked.

"O-or a bear!" Madoka said.

"Oh my…" They all looked between each other, trying to figure out who had said that, but quickly realized it came from behind them. They all turned around, and saw a lion standing in their path.

She wasn't an ordinary lion, though. She had a furry mane like a lion, and long sharp claws, and whiskers, and a tail. However, unlike a normal lion, she stood on two legs, and she had a human face, and her hair was styled into two beautifully done drill curls. She folded her arms over her chest and looked over the three intruders who had stumbled into her forest. "The three of you made a big mistake coming into my forest!" the lion said them. She looked between all three of them, until her eyes set on the shivering Madoka, and she let out a loud roar. Madoka screamed and jumped back.

The lion started circling around the three intruders with a sheepish grin on her face, clearly proud of herself for having scared Madoka "No one is aloud through my woods." The lion claimed "So I'll give you three this one chance to turn and run away… Otherwise…" She set her sights on Sayaka and let out another roar. Madoka screamed once again, but Sayaka remained rather motionless and unaffected by it.

The lion raised an eyebrow at the scarecrow. She took a few steps forward, and roared directly in Sayaka's face with enough force to blow the cloth which Sayaka's body was made out of, but Sayaka didn't flinch. "H-hey! A-arnt you scared?" The lion asked, suddenly taking a few steps back and seeming nervous.

"Scared?" Sayaka thought it over "Um… should I be? I don't really have a brain, so I wouldn't know."

"Of course you should be scared!" The lion said "I'm a lion! and I can eat you! Everyone is always afraid when I roar like that!"

Sayaka looked back at Madoka who was shaking and quite clearly terrified "Ok, guess I should be scared then." Sayaka laughed. Then, mimicking Madoka, she screamed and hugged onto her.

The lion folded her arms and nodded triumphantly. Then, she set her eye's on Kyoko the Tin-Girl. She took a few steps toward the tin-girl, and let out a loud roar right in front of her face. Kyoko remained completely motionless. When the lion realized her roar once again failed to scare the tin-girl, she took a few steps back and stammered "H-hey, y-you too? A-arn't you scared?"

Kyoko shrugged "Not really. I don't have a heart, therefore I don't have any emotions like fear."

"I-I see… w-well, still…" The lion glanced around nervously "Y-you better leave my forest right now! O-or else!" She tried to sound confident as she put a fist up and showed it to each of the three intruders. Kyoko was unaffected, as was Sayaka, and even Madoka didn't seem so scared any more. Madoka looked at the nervous lion curiously, then took a few steps forward.

"H-hey, Miss. Lion." She said in a soft voice, but the lion jumped back and screamed.

"S-stay back!" The lion said, extending her claws at Madoka.

"Um…" Madoka tilted her head and looked at her "Are you… afraid of me?"

"T-that's ridiculous!" The lion said, pounding on her chest "I'm the lion! I'm the guardian of these forests! Nothing scares me! With a single growl, all who oppose me tremble in fear!" She looked to the sky and let out another loud roar to prove this point. She looked back at the three intruders triumphantly, but then coward backwards when she realized that all three of them, including the small pink haired one, were completely unaffected. "A-anyway! Like I said! I won't allow you to pass, so you better run! Or else!"

"Ok, I get it…" Kyoko said, summoning her spear "So it's a fight you want. Well then…" She grinned sharply and readied her weapon "Bring it on!"

She suddenly ran at the lion with her spear extended. The lion put her arms up to defend herself, but Kyoko spun the spear around at the last second, and uppercutted the lion right under her chin with the wooden handle of the spear. Kyoko readied her spear for another attack, but stopped when she realized the lion had fallen to the ground. The lion had her face hidden inside her arms and she seemed to be whimpering "What the hell!" Kyoko yelled at her "Get up and fight back already!"

"Y-y-y-you-you-YOU!" The lion looked up and screamed, tears were pouring from her eyes "YOU BULLY!" She said, wiping the tears with the back of her hand "Why did you have to go and hit me!"

Kyoko balanced the spear over her shoulder and stared back at the cowardly lion "Are you serious?"

Madoka was then the one to step forward "Well what do you expect!" Madoka yelled at the lion "You go around picking on a girl half your size, a tin-girl, and a harmless scarecrow. What did you think would happen?"

"I-I didn't think you would fight back!" The lion cried and shrank back at Madoka's harsh words "S-she didn't have to go and hit me like that!"

"Oh wow." Kyoko said, dispelling her spear and pointing at the lion "You are nothing but a coward!"

The lion cried "I know! It's true!" She continued to wipe the tears away on the back of her paws "B-but I can't help it! I have no courage! Everything in this spooky forest scares me."

"Wow… pathetic." Kyoko said, folding her arms.

"I know! I know!" The lion said with a sniff.

"Kyoko…" Madoka whispered to her "Just leave her alone, let me handle this."

"Whatever…" Kyoko said, then stepped back over to where Sayaka stood. The scarecrow was watching the whole confrontation with a curious expression on her face.

She whispered to Kyoko "Am I still suppose to be afraid? I'm really not sure."

Kyoko clicked her teeth together "No… you're definitely NOT suppose to be afraid of this _cowardly_ lion."

The lion let out a fresh burst of sobs at Kyoko's insult, and Madoka looked back to the tin-girl with a scolding expression. Kyoko just shrugged and folded her arms.

"H-hey… um… are you ok?" Madoka asked, as she approached the lion who flinched back in fear "Hey, come on, don't be afraid. I won't hurt you." Madoka said, as she kneeled down infront of the lion with a big smile on her face "What's your name?"

The lion sniffed and tried to stifle her sobbing "M-my names Mami… a-and… I'm a COWARDLY LION!"


	7. Homu has a plan

"I-I wasn't always like this." Mami explained, tears still flowing from her eyes.

Madoka was sitting down with the lion and had an arm over her shoulder "There, there." She said, as she patted the lion on the head.

"Y-you see, I wasn't always a lion either. I use to be the daughter of a rich merchant family. It was always just me and my mama and papa. I use to travel all around the land of Oz with them... until one day..." She let out another sob and wiped her tears on the back of her paw "I-it's too scary to talk about!"

"Oh... it's ok, you don't have to force yourself." Madoka said soothingly.

The lion shook her head "No, it's alright. I think you at least deserve to know why I was so mean to you earlier. It's scary to talk about... but... the idea of you thinking I'm a bad person after being so nice to me is even scarier, so I want to tell you my story.

"You see, we had to do a trade in the emerald city, but there was a bad accident. While we were making our runs, something scared the horses that led my father's cart, and they started to go out of control and ran through the city in a mad panic. My father did his best to calm them down, but in the end, he failed. Our cart tipped over, and my mother was killed instantly. I would have died as well, but at the very last second my father grabbed onto me and sheltered me under his own body. Even though he did that, I was still badly injured and may not have survived myself.

He was even worse off. His ribs were broken, and he was bleeding badly, but somehow he had the strength to pick me up and carry me to see the wizard. With his last ounce of strength, he dropped me in front of the wizard's throne room. He wanted to wish for me to be healthy, but he died before he could actually speak the words... so, it was up to me to make a wish instead."

Mami shook her head, her lips curled down into a sad frown "I was really out of it myself, and I didn't have time to think it through... but... I wished to save myself, and in exchange the wizard made me a lion and set me to protecting his forests. The problem is, he must not have realized what a coward I am! I'm suppose to be the protector of the forest, yet everything scares me!

"I'm afraid the bugs are going to sting me! I'm afraid the beasts are going to bight me! I'm afraid men are going to hunt me! I'm even in constant fear of catching some horrible disease and there are no doctors in the forest to cure me if that does happen!... Not that it matters, even if there were doctors, I would likely be too afraid to go to them for help anyway... The idea of getting a shot is _soooooo_ scary!"

"I at least found, that even though I was afraid of everything, everything was afraid of me as well! You know, because I AM a lion and everything. So, whenever I see a creature that I think is scary, all I have to do is roar at them and they run away. That's why I tried to scare the three of you... I didn't want to be mean... I was just SCARED!" Mami let out a fresh burst of sobbing as her story came to an end.

"Oh, there, there." Madoka said patting Mami on the head "It's ok, we understand."

"Hey!" Sayaka said, "I just had a good idea!" Then she got that pondering look on her face, and put a finger under her chin as she thought it over "Or at least I think it's a good idea... I'm really not sure..."

"Dummy, just say what it is..." Kyoko said, coolly.

"Dummy? HEY!" Sayaka pointed at Kyoko "You better take that back right!... um..." She looked at her own hand as she pointed at Kyoko, then started laughing "Haha, I forgot I was a dummy again!"

Kyoko palmed her face, making a clicking sound as her tin hand connected with her tin face "Well, what was your idea?"

"Oh... its... um..." Sayaka closed her eyes and thought hard "Oh yeah! I just remembered. I was thinking, why doesn't Mami come with us to see the wizard? If he can give me a brain, and give you a heart, and give Madoka back her memories and send her home, I bet he can give Mami courage!"

"Wow Sayaka!" Madoka exclaimed "That was a really smart idea!"

Sayaka suddenly got a huge smile on her face from the compliment "I-it was?"

Madoka smiled and nodded "Yup! Sure was!"

"Haha! Alright! I said something smart!" Sayaka yelled proudly, and she pumped her fist up in the air.

"Um... I-I don't know..." Mami said "I mean, I guess that could work b-but... Going to see the wizard? That sounds awful scary."

"Don't worry," Madoka said with a smile "You don't have to be scared, we are going to be with you, after all, so you can just borrow our courage until you can get some of your own!"

"W-well, ok then. I suppose you're right, if I'm with friends it shouldn't be as scary... Besides, staying behind in these woods all by myself sounds even scarier." Mami shivered. Then she looked over to the tin-girl and the scarecrow "Are you sure you don't mind me tagging along?"

"Mind?" Sayaka asked with a grin "Nope! I never _mind_ anything!" and she laughed.

Kyoko just folded her arms "Whatever, it doesn't matter to me, can we just get going already?"

"Alright then! It's settled!" Madoka cheered "The four of us are off to see the wizard!" Then she started leading the way down the path and singing as she walked.

 _"We're OFF to see the wizard! The wonderful wizard of Oz!_

 _Because because because!_

 _He's a wonderful wonderful wizard, you see,_

 _he's going to grant a wish for ME!"_

Kyoko scratched the side of her head and whispered to the scarecrow and the lion as Madoka continued to sing "What the hell is she doing?"

Sayaka shrugged and grinned "Don't ask me."

"I-I'm too scared to tell her to stop." Said Mami, as the three of them followed their pink haired leader down the yellow brick road.

* * *

"Homu! What are you doing!" The Homu of the West's tail wagged in agitation "They're almost to the Emerald City! Are you going to try and stop them or not?" The north homu just sat with her glass of wine, casually watching Madoka through her magic window. "I mean seriously... if she makes it there, w-we're going to be in big trouble! And besides that..." Her whiskered face sank into a frown "I don't wanna see Mado-kun get hurt."

"Calm yourself, sister, I've got it all under control." The darker of the two sisters responded, as she tilted her head back and emptied the wine glass. A clara doll quickly ran over to her with the bottle and offered her a refill. Homura just waved it away and set the empty glass down as she stood. Two more dolls came to her side and followed her as she exited her chambers. The rest of the dolls stayed behind to finish with their chores, and the west homu trailed after her anxiously.

"What do you MEAN you've got it under control? You've done _purrrac_ tically NOTHING to try and stop her!" As they exited the chambers to the dank dark hallways, two of the clara dolls grabbed torches from outside the doorway and started leading the way. The torches lit the otherwise pitch black hallway with a soft orange glow.

"To be honest, I never expected her to make it through the forest, that's why I originally wanted to stop her before then. Since she has allied herself with the tin-girl, however, I wasn't as worried about the dangers that might face her there. I didn't want to be too forceful with her, and hoped that hearing the Scarecrow, Tin-Girl, and the Lion's stories would convince her not to pursue the wizard, but it seems our poor Madoka is as headstrong as always and just refuses to listen to reason. Therefore, I suppose I have no choice, and it's time to be a little more forceful of the issue."

"Forceful? What's that suppose to mean? _Puuurci_ sely?"

"It has to be handled with care, but I think we are now to the point we can't allow Madoka to make the choice for herself. If she does, it seems she will end up making the wrong choice. That's why, I'm going to strip her of her options, and make the choice for her."

The west homu's ears folded back, not liking the way that sounded "You're not going to hurt her, are you?"

"Homu!" She laughed "Now how could you accuse me of something like that?" She smiled as she turned through a doorway into a dark room "You should know me better than that, sister, we are of the same body, after all."

"Well... it's just that..." she glanced around the empty room, wondering why Homu had led her here.

"It's just thaaatt... What?" Homura turned to her sister and reach a hand out to scratch behind her ear "Come now, you know you can speak freely to me."

The west homu's eyes shifted around nervously. She did love having her ears scratched, but right now it felt like it was being used to manipulate her, and it made her uncomfortable "Well... I-I mean..." She spoke with a low voice, almost as if she was admitting some embarrassing secret, as Homura continued to run her finger back and forth around the back side of her ear "Desire can be a scary emotion..." Her eye's shifted away.

Homura smiled and turned back to the doorway which had the two clara dolls standing by it "Desire is the emotion which drives one to succeed. That's why, of the three of us, I'm the one who should be Madoka's protector. Worry not, sister, for the two of us want the same thing: we both want to save poor Madoka. I would _never_ do anything to hurt her, just the same as you."

The west homu started to follow her sister out of the doorway, but the two clara's stepped closer together and blocked her path. She looked down at the two of them suspiciously. Then, when she looked back up at their master, who was just outside the doorway, and saw the mischievous grin on her face, she knew something was up.

Suddenly, one of the dolls shot it's leg forward and kicked at the west homu's heel. The other jumped forward and pushed her. The two simultaneous attacks caused her to lose her footing and she fell down. Her butt hit hard on the cold stone floor as she landed. "Hey!" She screamed, and quickly scrambled back to her feet. The two dolls ran back out of the room, and before she was able to chase after them, the door slammed shut in her face.

"Oooopsie." Homura laughed.

The heavy oaken door had a small barred window in the center of it. The west homu grabbed onto the bars with both hands and looked out into the hallway where her sister stood with her two dolls. The dolls each had their hands to their mouths and were trying to stifle their laughter "Homu! What are you doing!"

"Sorry about that. It was an accident." Homura grinned as she twirled the key around on her pointer finger.

"Accident? You did it on _purrrrr_ pose!" She panted as she shook the bars and tried to force the door open.

"Oh, don't be upset, sister. Here, I'll leave the key right here for you." And she set the key on a hook that was on the wall directly across from the door she locked her sister behind "This isn't a _purrrro_ ublem, is it?" Homura said, mocking her sister's way of speaking.

"C-come on! Let me out!" She pleaded, with her ears folded back and her whiskers knitting downward "Why are you doing this?"

"A new guest is going to be arriving here at the castle soon, and I don't want you disturbing her. It's not that she doesn't like cats or anything, it's just that she will be _very_ tired, and I would like to let her _sleep_."

"W-wait... your planning to..." The west homu's eyes opened in horror as the realization of what Homura's plan was dawned on here "No! You can't!" She screamed, banging on the oaken door with both fists "I won't let you!"

Homura sighed as she turned away from her sister and continued down the hall "Oh, would you stop your _purrra_ ttling already?" The dolls laughed as they followed after their master "You wanted me to do something, so why are you complaining now?"

The west homu continued to scream after them as they disappeared down the hallway "Please stop! You can't! You can't do that to Madoka!" She continued to shake the bars and scream after them long after they disappeared from sight "Come back here! Let me out right _MEEEOW!_ "


End file.
